Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
100
% (all membership interests in IX NTI Holdings, LLC)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Transfer of Membership Interests (Change in Consolidated Subsidiary)CounterpartyNTI Buyer LLC
Disclosing companyORIX CORPORATION
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Contract Date13 April 2026 (U.S. time)
Execution Date / Effective DateScheduled to be completed promptly after the conditions precedent stipulated in the agreement have been satisfied
Target company
Holding shares
Location Dallas, Texas, United StatesShare capital USD 285.3millionDate of incorporation 12 September 2018
Net SalesUSD 284.5 million (fiscal year ended December 2024)
Net income for the current fiscal yearUSD -38.0 million (fiscal year ended December 2024)
Net assetsUSD 246.3 million (fiscal year ended December 2024)
Consideration and expenses
Acquisition priceAt the request of the counterparty to the transfer, the transfer consideration will not be disclosed.
Amount of extraordinary income (loss)Gain on sale: amount not yet determined (quarter of recognition: Not disclosed)
Impact on Business Performance
At present, it is difficult to reasonably determine the impact of this transaction on the Company's consolidated results. If the gain on sale becomes reasonably determinable following satisfaction of the conditions subsequent and completion of the transaction, and it becomes clear that the transaction will have a material impact on results, the Company will make an announcement. The consolidated earnings forecast for the fiscal year ending March 2026 will not be revised.
Procedures and assumptions
Conditions Precedent to ExecutionThe transaction is subject to conditions subsequent, including obtaining the necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act.
| Item | Details |
|---|---|
| Transaction name | Transfer of Membership Interests (Change in Consolidated Subsidiary) |
| Counterparty name | NTI Buyer LLC |
| Name of the Subject Company | IX NTI Holdings, LLC |
| Business Description of the Subject Company | Holding shares |
| Location of the Subject Company | Dallas, Texas, United States |
| Capital Stock of the Subject Company | USD 285.3million |
| Date of Establishment of the Subject Company | 12 September 2018 |
| Net Sales of the Subject Company | USD 284.5 million (fiscal year ended December 2024) |
| Net Income of the Subject Company | USD -38.0 million (fiscal year ended December 2024) |
| Net Assets of the Subject Company | USD 246.3 million (fiscal year ended December 2024) |
| Acquisition price | At the request of the counterparty to the transfer, the transfer consideration will not be disclosed. |
| Number of shares acquired | 100% membership interests (membership interests transferred; number of voting rights not stated) |
| Voting rights ownership percentage | Before 100% → after 0% |
| Amount of extraordinary income (loss) | Gain on sale: amount not yet determined (quarter of recognition: Not disclosed) |
| Impact on Business Performance | At present, it is difficult to reasonably determine the impact of this transaction on the Company's consolidated results. If the gain on sale becomes reasonably determinable following satisfaction of the conditions subsequent and completion of the transaction, and it becomes clear that the transaction will have a material impact on results, the Company will make an announcement. The consolidated earnings forecast for the fiscal year ending March 2026 will not be revised. |
| Contract Date | 13 April 2026 (U.S. time) |
| Execution Date / Effective Date | Scheduled to be completed promptly after the conditions precedent stipulated in the agreement have been satisfied |
| Conditions Precedent to Execution | The transaction is subject to conditions subsequent, including obtaining the necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act. |
Items this document does not state (14)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountDate of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.OCP determined that Olympus, a private equity fund, was the optimal partner for the further growth of Network Connex. ORIX explains that it has worked to enhance enterprise value through additional acquisitions, the development of growth strategies, the strengthening of governance structures and operational improvements.
How to read this page
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